Starwood Capital Group has agreed to acquire Milestone Apartments Real Estate Investment Trust for $16.15 per trust unit in cash, representing a transaction value of about $2.85 billion.

The price translates to roughly $120,000 per Milestone apartment unit, compared to book value of about $109,500. Starwood owns more than 67,000 apartment units in the Sunbelt region of the U.S., where Milestone's portfolio is concentrated, according to the merger announcement.

The purchase price will be paid through a redemption of Milestone's units, after which the REIT will be terminated. Neither CEO Robert Landin nor Jeffrey Goldberg will have continuing roles with the company or Starwood following the close of the deal.

The deal was approved unanimously by Milestone's board, which recommends shareholders vote in favor of the transaction. Consummation of the deal requires the approval of two-thirds of unit holders at a special meeting, among other customary conditions. Financing is not a condition.

Milestone has the option to accept a superior offer under certain circumstances, and Starwood has a four-day "right to match" period. The deal also contemplates that Milestone will pay Starwood a $53 million termination fee and Starwood will pay Milestone a $100 million reverse termination fee if the transaction is terminated under certain circumstances.

BMO Capital Markets and National Bank Financial provided fairness options to the special committee of Milestone's board.